Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2022-016 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Disclosure on issuing shares to purchase assets and raising supporting funds
And progress announcement after the plan for related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The plan for Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. to issue shares to purchase assets and raise matching funds and related party transactions disclosed by the company on May 31, 2021 and its abstract have described in detail the relevant risk factors involved in this transaction and the approval procedures to be performed. Please read the relevant contents carefully and pay attention to the investment risks.
2. As of the disclosure date of this announcement, in addition to the major risks disclosed in this transaction plan, the company has not found any relevant matters that may lead to the cancellation, suspension or substantive change of this transaction plan by the board of directors or the counterparty of the company, and this transaction is in progress in an orderly manner.
1、 Basic information of this transaction
Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as “the company”) plans to issue shares to purchase 50.29% equity of Wuhan Zhongke Xinwei Information Technology Co., Ltd. (hereinafter referred to as “Zhongke Xinwei” or “the target company”) held by Beijing Bohai Rim Zhenghong enterprise management center (Limited partnership) and Xinyu saihe Investment Management Center (limited partnership), Meanwhile, it raised supporting funds from Qingdao Fengqi environmental protection new energy technology Co., Ltd. (hereinafter referred to as “this transaction”). Due to the uncertainty of the matter, upon application, the trading of the company’s shares will be suspended from the opening of the market on May 17, 2021. For details, please refer to the suspension announcement on planning major asset restructuring (2021-043) and the suspension progress announcement on planning major asset restructuring (Announcement No.: 2021-045) disclosed by the company on May 17 and may 22, 2021.
On May 28, 2021, the company held the 16th meeting of the 5th board of directors, deliberated and approved the relevant proposals of this transaction, and posted them on cninfo.com on May 31, 2021（ http://www.cn.info.com.cn. ）Relevant announcements such as the plan for Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. to issue shares to purchase assets and raise supporting funds and related party transactions were disclosed. Meanwhile, upon application, the trading of the company’s shares will resume from the opening of the market on May 31, 2021.
After the disclosure of this transaction plan, the company will make the following decisions respectively on June 30, 2021, July 30, 2021, August 28, 2021, September 27, 2021, October 27, 2021 On November 26, 2021 and December 25, 2021, the announcement on the progress after disclosing the plan for issuing shares to purchase assets and raising supporting funds and related party transactions was issued (Announcement No.: 2021-068, 2021-082, 2021-084, 2021-096, 2021-099, 2021-104 and 2021-114).
2、 Progress of this transaction
Since the disclosure of this transaction plan, the company and relevant parties have actively promoted all work of this transaction. As of the date of this announcement, the audit, evaluation and due diligence involved in this transaction have not been completed. After the completion of relevant work, the company will reconvene the board of directors to review the formal scheme of this transaction, disclose the report on issuing shares to purchase assets and raising supporting funds and related party transactions, and perform relevant follow-up approval and information disclosure procedures in accordance with relevant laws and regulations. 3、 Special tips
1. The transaction needs to be reviewed and approved by the company’s board of directors again, submitted to the general meeting of shareholders for review and approval, and submitted to the CSRC for approval. There is uncertainty whether the transaction can obtain the above approval and the final approval time. According to the progress of relevant matters and relevant securities regulatory requirements, the company will publish the progress announcement of this transaction every 30 days after the first disclosure of the reorganization plan and before the notice of the general meeting of shareholders is issued.
2. As the board of directors of the company failed to issue the notice of convening the shareholders’ meeting to consider the transaction within 6 months after the announcement of the resolution of the board of directors on the purchase of assets by issuing shares for the first time. The company will reconvene the board of directors to consider matters related to the purchase of assets by issuing shares in accordance with the relevant provisions of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (CSRC announcement [2016] No. 17), and take the announcement date of the resolution of the board of directors as the pricing benchmark date of issuing shares, Meanwhile, relevant follow-up approval and information disclosure procedures shall be performed in accordance with the provisions of relevant laws and regulations.
The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）, all information of the company shall be subject to the information published in the above designated media. In view of the great uncertainty of this transaction, please pay attention to the subsequent announcement of the company and pay attention to the investment risk.
It is hereby announced.
Board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
January 24, 2022
